INTRODUCTION: South African men are less likely to get tested for HIV than women and are more likely to commence antiretroviral treatment (ART) at later stages of disease, default on treatment, and to die from AIDS compared with women. The purpose of this study was to conduct formative research into the ideational and behavioral factors that enable or create obstacles to mens' uptake of HIV counseling and testing (HCT) and ART. The study consulted men with a goal of developing a communication campaign aimed at improving the uptake of HIV testing and ART initiation among men. METHODS: Eleven focus groups and 9 in-depth interviews were conducted with 97 male participants in 6 priority districts in 4 South African provinces in rural, peri-urban, and urban localities. RESULTS: Fears of compromised masculine pride and reputation, potential community rejection, and fear of loss of emotional control ("the stress of knowing") dominated men's rationales for avoiding HIV testing and treatment initiation. CONCLUSIONS: A communication campaign was developed based on the findings. Creative treatments aimed at redefining a 'strong' man as someone who faces his fears and knows his HIV status. The resultant campaign concept was: "positive or negative-you are still the same person."